Affiliate AGREEMENT
This applies to numaoptics.com and Numa Tactical LLC (“NT”) and is an agreement for affiliates (“Affiliate”) of NT, unless otherwise noted, all references to NT include numaoptics.com and NT. The Numaoptics.com website is a site with information about sunglasses, as well as sunglasses for sale. By joining the Team Numa affiliate program, you consent to the following:
1. Term. The term of this Agreement shall commence on the Effective Date (the “Term”). Either party may terminate for any reason. Any money owed to Affiliate will be paid within 45 days of termination date.
2. Website. Affiliate will use links provided by NT to track sales upon which NT will pay commissions. Affiliate can’t copy Numa’s website design or give the impression to customers that the Affiliate’s website is owned by Numa Optics or connected to Numa other than as an Affiliate, including using the name Numa, Numa Optics or Numa Tactical in the URL or the company name. Numa is a trademarked name.
3. Commissions. Commissions are based on cookies that are set by a third party software using the unique link Affiliate has been provided. Numa is not responsible for failure of the software to track commissions through the Affiliate link. Should Affiliate fail to see a commission Affiliate believes should be paid for, NT needs to be contacted and it will be researched and addressed.
4. Prohibitions. Affiliate cannot advertise on websites that; promote discrimination of any sort (race, religion, gender, national origin, etc.).Do not advertise on websites or publications that promote or publish: violence, sexually explicit material (i.e. pornography), gambling, credit card offers, debt reduction, personal loans or party lifestyles, or anything else that your good judgment does not believe is consistent with Numa’s brand of helping to protect the eyes of military, first responders and outdoor enthusiasts.
5. Independent Contractor. Affiliate are associated with NT only for the purposes and to the extent specified in this Agreement. Every Affiliate is an independent contractor (“Independent Contractor”), and, subject only to the terms of this Agreement, shall have the sole right to supervise, manage, operate, control, and direct performance of the Services under this Agreement. Affiliate shall be solely responsible for, and NT shall have no obligation with respect to: (1) withholding of income taxes, FICA or any other taxes or fees; (2) insurance coverage; (3) participation in any group insurance plans available to employees of NT; (4) unemployment compensation coverage provided by the State. Neither Affiliate nor its employees, agents, nor representatives shall be considered employees, agents, or representatives of NT.
6. Taxes. NT will send a 1099 to Affiliate for all services performed in the prior year when required by law.
7. Payments. Commissions will be paid 45 days after the close of the previous calendar month. Any returns will be debited against the commission Affiliates have earned.
If an Affilaite has a a high return rate (greater than 10%), Numa reserves the right to extend the time commissions are paid out.
8. Termination. a) This Agreement may be terminated for any reason by any party, immediately upon written notice to the other parties.
b) Effect of Termination. Upon termination or expiration of this Agreement, Affiliate will cease to market any NT products or use Numa tracking links within 5 days of receiving notice. Sections 7 through 17 inclusive, shall survive any expiration or termination of this Agreement.
9. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
10. Governing Law. This agreement shall be interpreted and enforced in accordance with the laws of the State of Arizona.
11. Limitation of Liability. EXCEPTING EITHER PARTIES PAYMENT OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST BUSINESS REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND.
12. Indemnification. Affiliate agrees that NT shall not be liable to Affiliate, its affiliates, any Third Party, or any other party for any claims, losses, expenses, costs or liabilities related to or arising from any activity provided under this agreement. Affiliate will indemnify and hold harmless NT and its members, officers and employees (collectively, the “Indemnitees”) from and against any claims, demands, actions, losses, liabilities, expenses and costs (including any attorneys’ fees) arising out of or related to (a) Services performed and (b) the breach by Affiliate of any representations, warranties, covenants or terms in this Agreement.
13. Relationship of the Parties. This Agreement does not create any relationship of association, partnership, joint venture or agency between the parties. Neither party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other party. Neither Party exercises direction or control over the Other’s employees or conditions of employment and has no obligation to provide, and will not provide the Other Party or its employees with any health, pension, or other fringe benefits pursuant to this Agreement.
14. Dispute Resolution. The parties mutually acknowledge and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Arizona. The parties shall attempt to resolve amicably all disputes, controversies or differences which may arise between them. Any dispute which cannot be resolved between the parties through negotiation within two (2) months of the date of the initial demand shall then be submitted to binding arbitration. In such case, the arbitration shall be conducted in the State of Arizona in accordance with the then prevailing arbitration rules of the American Arbitration Association.
15. Force Majeure. The parties shall not be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond their control, including, without limitation, acts of God, hurricanes, fires, floods and other natural disasters, epidemics, quarantine, energy crises, war, riots, acts of terrorism, strikes and other labor disturbances, delays in transportation or requirements of any governmental entity. Each party shall promptly notify the other party in writing of such event. For so long as such circumstances prevail, the party whose performance is delayed or hindered shall continue to use all commercially reasonable efforts to recommence performance without delay.
16. Other. This Agreement is and shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, predecessors, successors and assigns.
17. Authorization and Execution. By agreeing to be an Affiliate each party represents and warrants to the other parties (a) that the entry into and execution and performance of this Agreement has been fully and duly authorized by all required action, and (b) that the person signing this Agreement on behalf of a party has been fully authorized by all required action to execute this Agreement on behalf of the party for which such person is signing.
18. Entire Agreement. This agreement sets forth the entire agreement and understanding between Affiliate and NT relating to the subject matter herein and merges all prior discussions between Affiliate and NT.